SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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(iii) the Repudiation/Moratorium Extension Condition is satisfied, unless the parties specify an alternative time in the Issue Terms. A Credit Event Notice must contain a description in reasonable detail of the facts relevant to the determination that a Credit Event has occurred. The Credit Event that is the subject of the Credit Event Notice need not be continuing on the date the Credit Event Notice is effective. A Credit Event Notice shall be subject to the requirements regarding notices set out in Condition CL3(f) (Notices). "Credit Event Portion" means, in the case of any Credit Event, a principal amount of the Securities equal to: (a) (b) (c) in the case of a Basket Cash CLS or Basket Physical CLS, (i) the Reference Amount of the Reference Entity in respect of which the Credit Event Notice has been given expressed as a proportion of the aggregate of the Reference Amounts of all the Reference Entities specified in the Issue Terms multiplied by (ii) the initial aggregate principal amount of the Securities; or in the case of a Portfolio CLS, the Sale Notional Amount; or in all other cases, unless otherwise specified in the Issue Terms, 100 per cent. of the then aggregate Outstanding Principal Amount of the Securities. "Credit Protection Provider" means, during the terms of their respective credit default swap transactions with the Counterparty, each direct or indirect provider (other than the Issuer and the Securityholders) of credit protection to the Counterparty in respect of a portfolio comprising all the Reference Entities set out in the Issue Terms. "Cumulative Portfolio Settlement Amount" means with respect to any Valuation Date, the sum of all Cash Settlement Amounts in respect of all Valuation Dates occurring from the Issue Date to and including such Valuation Date. "Currency Amount" means, whenever an amount is denominated in a currency other than the Settlement Currency and is specified in the Conditions or the Swap Agreement to be determined by reference to a Currency Amount, such amount converted to the relevant Settlement Currency using the Currency Rate. "Currency Rate" means (a) the rate determined by the Calculation Agent equal to the rate of conversion of the currency of the Deliverable Obligation into the Settlement Currency by reference to (i) if the Settlement Currency is U.S. Dollars, the Federal Reserve Bank of New York 10.00 a.m. (New York time) mid-point rate as displayed on Reuters Page FEDSPOT on (in the case of calculations to be made on the Settlement Valuation Date) the Settlement Valuation Date, or (in all other cases) on such relevant date as determined by the Calculation Agent or in such other commercially reasonable manner as it shall determine, or (ii) if the Settlement Currency is euro, the MEAN price as displayed on Reuters Page EUROFX/1 as of 12.00 p.m. (London time) on (in the case of calculations to be made on the Settlement Valuation Date) the Settlement Valuation Date or (in all other cases) on such relevant date as determined by the Calculation Agent or in such other commercially reasonable manner as it shall determine, or (b) if the Settlement Currency is not U.S. Dollars or euro, the rate determined by the Calculation Agent in a commercially reasonable manner. - 150 -
"Dealer" means, a dealer in obligations of the type of Obligation(s) or Charged Assets (as the case may be) for which quotations are to be obtained (as selected by the Calculation Agent) and may include the Counterparty or its Affiliate as one Dealer or as may otherwise be specified in the Issue Terms. "Default Requirement" means the amount as may be specified as such in the Issue Terms or its equivalent in the relevant Obligation Currency or, if a Default Requirement is not so specified in the Issue Terms, U.S.$10,000,000 or its equivalent in the relevant Obligation Currency, in either case as of the occurrence of the relevant Credit Event. "Deliver" means to deliver, novate, transfer (including, in the case of a Qualifying Guarantee, transfer of the benefit of the Qualifying Guarantee), assign or sell, as appropriate, in the manner customary for the settlement of the applicable Deliverable Obligations (which shall include executing all necessary documentation and taking any other necessary actions), in order to convey all right, title and interest in the Deliverable Obligations specified in the Notice of Physical Settlement to the Issuer or the Securityholders, as the case may be, free and clear of any and all liens, charges, claims or encumbrances (including, without limitation, any counterclaim, defence (other than a counterclaim or defence as set out in the definition of "Credit Event") or right of set off by or of the Reference Entity or, as applicable, an Underlying Obligor (which, for the purpose of this definition, shall include the Insured Obligor)) provided that to the extent that the Deliverable Obligations consist of Qualifying Guarantees, "Deliver" means to Deliver both the Qualifying Guarantee and the Underlying Obligation (which, for the purpose of this definition, shall include Insured Instruments). "Delivery" and "Delivered" will be construed accordingly. In the case of a Loan, Delivery shall be effected using documentation substantially in the form of the documentation customarily used in the relevant market for Delivery of such Loan at that time. "Deliver" with respect to an obligation that is a Qualifying Policy means to Deliver both the Insured Instrument and the benefit of the Qualifying Policy (or a custodial receipt issued by an internationally recognized custodian representing an interest in such Insured Instrument and the related Qualifying Policy), and "Delivery" and "Delivered" will be construed accordingly. "Deliverable Obligation" means, subject to Conditions CL10(c) and (d) (Restructuring Credit Event Applicable): (a) any obligation of a Reference Entity (either directly or as provider of a Qualifying Affiliate Guarantee or Qualifying Policy or, if All Guarantees is specified as applicable in the Issue Terms, as provider of any Qualifying Guarantee), as selected by the Counterparty in its absolute and sole discretion, described by the Deliverable Obligation Category and having each of the Deliverable Obligation Characteristics, in each case, as of the Delivery Date (but excluding any Excluded Deliverable Obligation) that is (i) payable in an amount equal to its Outstanding Principal Balance or Due and Payable Amount, as applicable, (ii) is not subject to any counterclaim, defence (other than as set out in the definition of "Credit Event") or right of set off by or of a Reference Entity or any applicable Underlying Obligor (and which, for the purpose of this definition, shall include where the Reference Obligation is a Qualifying Policy the Insured Obligor), and (iii) in the case of a Qualifying Guarantee other than a Qualifying Affiliate Guarantee, is capable, at the Delivery Date, of immediate assertion or demand by or on behalf of the holder or holders against the Reference Entity for an amount at least equal to the Outstanding Principal Balance or Due and Payable Amount being Delivered apart from the giving of any notice of nonpayment or similar procedural requirement, it being - 151 -
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EXECUTION COPY SUPPLEMENTAL INFORMA
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Adjustment is positive) or minus (i
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GENERAL This Supplemental Informati
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TABLE OF CONTENTS Overview.........
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In so doing, and without restrictin
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from, make loans or otherwise exten
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(which would be likely given the re
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The Charged Assets The value of the
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specific event did or did not const
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Date are adjusted in accordance wit
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(b) (i) The Reference Obligations:
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Characteristics: (j) The Final Pric
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The Temporary Bearer Global Securit
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Cash Settlement Period means the pe
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(d) If any Quotation obtained with
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SCHEDULE 2 INFORMATION MEMORANDUM D
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Capitalised terms used in this Info
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SERVICE OF PROCESS AND ENFORCEMENT
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TABLE OF CONTENTS Page Summary of t
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SUMMARY OF THE TERMS OF THE PROGRAM
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Day Count Fraction as may be agreed
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Information Memorandum will disclos
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currently address the likelihood th
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Where the Instructing Creditor is t
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Exposure to Reference Entities unde
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of such Securities. Accordingly, th
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on the Section 3(c)(1) exception, w
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Charged Assets, any undelivered Ini
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USE OF PROCEEDS The net proceeds fr
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BEARER SECURITIES BASE CONDITIONS M
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evidence and/or information and/or
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thereafter (or as aforesaid), any S
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Consenting Holders make a cash depo
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(b) (c) to the extent that such sum
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(2) the Designated Maturity is a pe
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Amounts in accordance with sub-para
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(B) (C) (D) the Issuer, on the occa
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(B) the Charged Agreements are term
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Amortised FaceAmount = RP x (1+ AY)
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Notwithstanding the foregoing, paym
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Security shall become enforceable (
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publication will be made in (i) the
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of the Trustee, any such modificati
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disputes which may arise out of or
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REGISTERED SECURITIES CONDITIONS MO
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Counterparty, the Trustee and the A
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No transfer of a Registered Securit
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Subject to compliance with the tran
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10. PAYMENTS (m) Payments in respec
Page 99 and 100: For this purpose, the "Relevant Dat
Page 101 and 102: CREDIT-LINKED SECURITIES CONDITIONS
Page 103 and 104: (g) (h) Portfolio Credit-Linked Sec
Page 105 and 106: Physical Determination Date shall b
Page 107 and 108: (d) The Agent Bank will determine t
Page 109 and 110: may, at its discretion, choose to r
Page 111 and 112: (e) The Delivery of any of the Deli
Page 113 and 114: (x) (y) the aggregate Outstanding P
Page 115 and 116: (ii) the quotient of: (x) (y) the F
Page 117 and 118: Days following the latest such Cash
Page 119 and 120: 25. GENERAL DEFINITIONS The followi
Page 121 and 122: "Business Day Convention" means one
Page 123 and 124: issued pursuant to Condition 14 (Re
Page 125 and 126: 3(c)(1) or Section 3(c)(7) thereof
Page 127 and 128: (c) (d) (e) (f) if "Actual/365 (Ste
Page 129 and 130: Modules and Definitions Modules inc
Page 131 and 132: "N-USD Rule 144A Global Certificate
Page 133 and 134: (B) (C) London; and any Additional
Page 135 and 136: Securities Base Conditions Module o
Page 137 and 138: "Securities Act" means the United S
Page 139 and 140: includes any replacements for Talon
Page 141 and 142: 30. NUMBER In any Transaction Docum
Page 143 and 144: 1. DEFINITIONS The following capita
Page 145 and 146: process is not dismissed, discharge
Page 147 and 148: "Cash Settled CLS" means any Credit
Page 149: "Counterparty Final IRS Amount" has
Page 153 and 154: "Domestic Currency" means the curre
Page 155 and 156: "Event Determination Date" means, i
Page 157 and 158: Eligible Transferees without the co
Page 159 and 160: "Lower Band" means the amount in th
Page 161 and 162: "Not Domestic Law" means any obliga
Page 163 and 164: "Officer's Certification" means a c
Page 165 and 166: Quotations from at least 6 Dealers
Page 167 and 168: and that the party delivering such
Page 169 and 170: the Insured Instrument, the Qualify
Page 171 and 172: "Reference Price" means the percent
Page 173 and 174: (ii) (iii) (iv) (v) a reduction in
Page 175 and 176: "Restructuring Maturity Limitation
Page 177 and 178: (b) (c) (d) (e) Any Substitute Refe
Page 179 and 180: (Succession Event Applicable) of th
Page 181 and 182: "Valuation Date" means the date tha
Page 183 and 184: DESCRIPTION OF THE ISSUER General T
Page 185 and 186: TAXATION 1. TAXATION IN IRELAND Gen
Page 187 and 188: Capital Acquisitions Tax A gift or
Page 189 and 190: elect otherwise) to operate a withh
Page 191 and 192: Supplemental Information Memorandum
Page 193 and 194: transfer being made in reliance upo
Page 195 and 196: transferee delivers a duly complete
Page 197 and 198: European Economic Area In relation
Page 199 and 200: Neither the Issuer, the Trustee nor
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holder of such Security and such ho
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INDEX OF DEFINED TERMS £ £.......
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Credit-Linked Loan Terms Module....
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Individual Certificates............
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Physical Determination Date........
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Sale Agreement Terms Module........
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REGISTERED OFFICE OF THE ISSUER 5 H
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USE OF PROCEEDS The net proceeds of
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DESCRIPTION OF THE COUNTERPARTY AND
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GENERAL INFORMATION 1. There are no
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